Impact of depreciation pursuant to
adoption of useful lives as per Part
C of Schedule II of the Companies
Act, 2013 and management estimate of
useful lives 3.49 Â

Deferred tax impact on the above 1.19 Â

Balance retained in Profit and Loss
Account. 1077.98 931.52

1203.19 1021.54

2. Dividend

The Directors recommend for consideration of the Members, a dividend of
Rs. 1.40 (140%) per equity share of the nominal value of Rs. 1 each for the
year ended 31st March, 2015 as against Rs. 11.00 per equity share (110%)
paid last year on every equity share of the face value of Rs. 10 each.

4. Unclaimed Dividend

During the year, dividend amounting to Rs. 2.74 lacs that had not been
claimed by the shareholders for the year ended 31st March, 2007, was
transferred to the credit of Investor Education and Protection Fund as
required under Section 205A read with Section 205C of the Companies
Act, 1956. As on 31st March, 2015, dividend amounting to Rs. 57 lacs has
not been claimed by shareholders of the Company. Shareholders are
required to lodge their claims with the Registrar, Sharepro Services
(India) Pvt. Ltd., for unclaimed dividend. Pursuant to the provisions
of Investor Education and Protection Fund (Uploading of Information
regarding unpaid and unclaimed amounts lying with Companies) rules,
2012, the Company has uploaded the details of unpaid and unclaimed
amounts lying with the Company on 20th June 2014 (date of the last
Annual General Meeting) on the website of the Company
(www.nerolac.com), as also on the website of the Ministry of Corporate
Affairs (www.mca.gov.in).

5. Collaboration

The Directors record their appreciation for the contribution made and
support provided by Kansai Paint Co. Ltd., Japan (Kansai). Kansai
continues to provide support on process design, quality improvement,
world class technology which has helped the Company in maintaining
market leadership in the industrial business including automotive
coatings, by servicing existing customers better and adding new lines.
Kansai also provides technology for manufacture of architectural
coatings.

The Company also has Technical Assistance Agreement with Oshima Kogyo
Co. Ltd., Japan, for manufacturing heat resistance coatings, Cashew Co.
Ltd., Japan for manufacturing coatings products MICRON TXL SK-1 and
Thinner for MICRON and with Protech Chemicals Limited, Canada for
manufacturing powder coating products. The Directors record their
appreciation for the co-operation from these collaborators.

Consolidated financial statement of the Company and of the subsidiary,
Kansai Paints Nepal, forms part of the Annual Report. A separate
statement containing the salient features of the financial statement of
Kansai Paints Nepal is part of this Annual Report.

Annual Audited Accounts of Kansai Paints Nepal are available on the
website of the Company.

7. Proposed Joint venture in Sri Lanka

The Company has entered into a Joint Venture agreement with Capital
Holdings Maharaja Pvt. Ltd., a group Company in Maharaja Group.
Maharaja Group is a diversified group in Sri Lanka having presence in
Businesses like Media, Hardware, FMCG products etc. The Company seeks
to take advantage of Maharaja Group''s strong presence in hardware
outlets. Our Company now intends to start a JV by incorporating a
Company. The total project cost is estimated to be 65 Crores LKR. The
equity contribution of the Company in this proposed JV would be 60%
amounting to around 39 Crores LKR (INR 18.4 Crores).

8. Cost Audit

The Ministry of Corporate Affairs (MCA) vide Notification dated 31st
December, 2014 made amendment in the Companies (Cost Records and Audit)
Rules 2014, through Companies (Cost Records and Audit) Amendment Rules,
2014. As per the Amendment Rules, our Company is exempted from the
requirement to conduct Cost Audit. Our Company has availed the
exemption granted by the MCA.

9. Directors

During the year under review, Mr. Hidenori Furukawa and Mr. Shinji
Asatsuma have been appointed as

Additional Directors of the Company with effect from 22nd July, 2014
and 30th January, 2015, respectively. Mr. Hidenori Furukawa and Mr.
Shinji Asatsuma shall hold office of Director upto the date of the
forthcoming Annual General Meeting. The Company has received letters
from shareholders recommending the appointment of Mr. Hidenori Furukawa
and Mr. Shinji Asatsuma as Directors of the Company. The proposal of
their appointment has been put forth for approval of the shareholders
of the Company in the Notice of the AGM. A brief resume of the
Directors seeking appointment at the forthcoming Annual General Meeting
and other details as required to be disclosed in terms of Clause 49 of
the Listing Agreement forms part of the Notice.

Mrs. Brinda Somaya was appointed as an Additional Director with effect
from 22nd July, 2014. Thus the Company has complied with the
requirement of Section 149 of the Companies Act, 2013 read with Rule 3
of the Companies (Appointment and Qualifications of Directors) Rules,
2014, in regard to the appointment of a Woman Director. Mrs. Somaya
also satisfies the criteria for being an Independent Director of the
Company and has given a declaration to the Company of her independence
as required under Section 149 of the Companies Act, 2013 read with
Clause 49 of the Listing Agreement. In pursuance of Section 149 (10) of
the Companies Act, 2013, read with Clause 49 of the Listing Agreement,
Mrs. Brinda Somaya has been appointed as an Independent Director for a
term of 5 years from 22nd July, 2014 to 21st July, 2019 vide
shareholders'' approval obtained through Postal Ballot.

In pursuance of Section 149 (10) of the Companies Act, 2013, read with
General Circular No. 14/ 2014 dated 9th June, 2014 issued by the
Ministry of Corporate Affairs (MCA) and Clause 49 of the Listing
Agreement :

(a) Mr. P. P. Shah, Independent Director on the Board of the Company
has been appointed for a term of 5 years from 30th January, 2015 to
29th January, 2020, vide shareholders approval obtained through Postal
Ballot;

(b) Mr. N. N. Tata, Independent Director on the Board of the Company
has been appointed for a term of 5 years from 30th January, 2015 to
29th January, 2020, vide shareholders approval obtained through Postal
Ballot.

All the Independent Directors on the Board have given a declaration of
their independence to the Company as required under section 149(6) of
the Companies Act, 2013.

In accordance with Articles of Association of the Company, Mr. P. D.
Chaudhari and Mr. Masaru Tanaka retire by rotation at this Annual
General Meeting and are eligible for re-appointment.

Mr. H. Nishibayashi, nominee of Kansai Paint Co., Ltd., Japan, on the
Board, resigned from the directorship with effect from 22nd July, 2014.

Mr. Y. Takahashi, nominee of Kansai Paint Co., Ltd., Japan, on the
Board, resigned from the directorship with effect from 30th January,
2015.

The Board of Directors has placed on record its sincere appreciation
and gratitude for the very valuable and outstanding contribution made
by Dr. J. J. Irani, Mr. H. Nishibayashi and Mr. Y. Takahashi during
their association with the Company as Directors.

None of the Directors is disqualified for appointment/ re-appointment
under Section 164 of the Companies Act, 2013. As required by law, this
position is also reflected in the Auditors'' Report.

The composition of the Board, meetings of the Board held during the
year and the attendance of the Directors thereat have been mentioned in
the Report on Corporate Governance in the Annual Report.

Mr. H. M. Bharuka, Managing Director, is a member of the Global
Steering Committee of Kansai Paints Co. Ltd., Japan, the holding
Company. Mr. H. M. Bharuka received a remuneration of Rs. 57.61 lacs
during the year as a member of the Global Steering Committee.

The evaluation of all the Directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
evaluation process has been explained in the Report on Corporate
Governance in the Annual Report. The Board noted the evaluation results
that were collated and presented to the Board.

12. Remuneration Policy

The Board of Directors of the Company has adopted a Remuneration Policy
for determining qualifications, positive attributes and independence of
a Director and criteria for Director''s appointment and remuneration.
The features of the Policy are as follows:

- The Company, while constituting the Board shall draw members from
diverse fields such as finance, law, management, architecture,
technical, marketing, manufacturing, corporate governance, operations
or other disciplines related to the Company''s business. There shall be
no discrimination on the basis of gender, while determining the Board
composition.

- A director shall be a person of integrity, who possesses relevant
expertise and experience. He shall uphold ethical standards of
integrity and probity and act objectively and constructively. He shall
exercise his responsibilities in a bona-fide manner in the interest of
the Company. Devote sufficient time and attention to his professional
obligations for informed and balanced decision making. Assist the
Company in implementing the best corporate governance practices.

- An Independent director should meet the requirements of the
Companies Act, 2013 and Clause 49 of the Listing Agreement concerning
independence of directors. The Company shall also obtain certification
of independence from the Independent Director in accordance with the
Companies Act and the Listing Agreement.

- The objective of the policy is to have a compensation framework
that will reward and retain talent.

- The remuneration will be such as to ensure that the correlation of
remuneration to performance is clear and meets appropriate performance
benchmarks.

- Remuneration to Key Managerial Personnel, Senior Management and
other employees will involve a balance between fixed and variable pay
reflecting short and long term performance objectives of the employees
in line with the working of the Company and its goals.

- For Directors, the Performance Pay will be linked to achievement of
Business Plan.

- For Heads of Department, the Performance Pay will be linked to
achievement of functional plan which is derived from the business plan.
The functional plan includes both, short-term and long-term objectives.

- The above will take into consideration industry performance,
customer performance and overall economic environment.

- For other management personnel, the Performance Pay will be linked
to achievement of individual set objectives and part of this will also
be linked to overall Company performance.

13. Risk Management Policy

Risk profiling is put in place for all the areas of operations in the
Company and well integrated in the business cycle. The Company has
identified the risk areas in its operations along with its probability
and severity, department wise. The various risks to which the Company
is exposed are as mentioned in the Management and Discussion Analysis
Report under the relevant heading. An effective Risk Management
Framework is put in place in the Company in order to analyze, control
and mitigate risk.

The Risk Management Framework comprises of Risk Management Committee
and the Risk Officers. The composition of the Risk Management Committee
and its functions are mentioned in the Report on Corporate Governance
under the heading "Risk Management". The Risk Officers have been
appointed by the functional heads and represent the various functions.
The Board of Directors and the Audit Committee review the effectiveness
of the Risk Management framework and provide advice to the Risk
Management Committee at regular intervals. The composition and
functions of the Risk Management Committee are given in the

(c) be simplistic and intuitive to facilitate a speedy and appropriate
identification of potential and actual risks and its communication;

(d) seek escalation of the identified risk events to the appropriate
persons to enable a timely and satisfactory risk response;

(e) reduce surprises and losses, foresee opportunities and improve
deployment of resources; and

(f) develop a mechanism to manage risks.

Through the Risk Management Framework, system and process are set to
identify, gauge and mitigate any potential risk promptly and
efficiently in order to manage and control them effectively. Clearly
defined work profiles and assigned responsibilities are well at place,
throughout the organization, at all levels and all functions, ensuring
smooth flow of information across various levels within the
organization.

14. Corporate Social Responsibility

The Board has constituted a Corporate Social

Responsibility (CSR) Committee as per the provisions of Section 135 of
the Companies Act, 2013. The functions of the CSR Committee are to:

(a) formulate and recommend to the Board, a Corporate Social
Responsibility Policy which shall indicate the activities to be
undertaken by the Company as specified in Schedule VII of the Act;

(b) recommend the amount of expenditure to be incurred on the
activities referred to in clause (a); and

The CSR Committee meetings held during the year and attendance of the
members of the CSR Committee at the meetings are as follows:

Date of Meeting Members Present at the Meeting

22nd October, Mr. D.M. Kothari
2014 Mr. H.M. Bharuka

Mr. N.N. Tata
Mrs. Brinda Somaya

12th December, Mr. D.M. Kothari
2014 Mr. H.M. Bharuka

Mr. N.N. Tata
Mrs. Brinda Somaya

9th March, 2015 Mr. D.M. Kothari
Mr. N.N. Tata
Mrs. Brinda Somaya

The Board has also framed a CSR Policy for the Company, on the
recommendations of the CSR Committee. The Report on CSR activities as
required under Companies (Corporate Social Responsibility) Rules, 2014
including a brief outline of the Company''s CSR Policy, total amount to
be spent under CSR for the financial year, amount unspent and the
reason for the unspent amount, is set out at Annexure-1 forming part of
this Report.

15. Sub-division of share capital of the Company

In order to improve the liquidity of the Company''s shares in the Stock
market and to make it affordable to the small investors, the Company
has subdivided each equity share of the Company from face value of Rs.10
each to 10 equity shares of face value of Rs. 1 each vide shareholders
approval obtained through Postal Ballot. The old shares having face
value of Rs. 10 are no longer tradable on the Stock Exchanges. The
shareholders holding share certificates in physical form have been
issued new share certificates with face value of Rs. 1 each. Credit is
given with the amount of sub-divided shares to the demat account of the
shareholders holding shares in demat mode. The revised structure of the
Authorised Capital, Subscribed Capital and Paid-up capital of the
Company is reflected in the financial statements. Consequential
amendments to the Clause V of the Memorandum of Association and Article
3 of the Articles of Association of the Company is also made to give
effect to the subdivision of shares of the Company vide approval of
shareholders obtained by the Company through Postal Ballot.

16. Particulars of Loans, Guarantee or Investments under Section 186 of
the Companies Act, 2013

Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act, 2013, are given in the notes to the
financial statements provided in this Annual Report.

17. Internal Financial Controls

The Board of Directors of the Company has laid down adequate internal
financial controls which are operating effectively. During the year,
policies and procedures are adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company''s policies, safeguarding of its assets, the prevention and
detection of its frauds and errors, the accuracy and completeness of
the accounting records and the timely preparations of reliable
financial information.

18. Related Party Transactions

All transactions entered into with the Related Parties as defined under
the Companies Act, 2013 and Clause 49 of the Listing Agreement during
the financial year were in the ordinary course of business and on arm''s
length basis and do not attract the provisions of Section 188 of the
Companies Act, 2013. There were no Material Related Party transactions
during the year. Thus, disclosure in Form AOC-2 is not required.

19. Audit Committee

The Company has an Audit Committee in place, constituted as per the
provisions of Section 177 of the Companies Act, 2013. The members of
the Audit Committee, its terms of reference, the meetings of the Audit
Committee and attendance thereat of the members of the Committee is
mentioned in the Corporate Governance Report under the appropriate
heading.

20. Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns and
grievances. The implementation of the Whistle Blower Policy has been
mentioned in the Report of Corporate Governance.

21. Postal Ballot

During the year, pursuant to the provisions of Section 110 of the
Companies Act, 2013 read with Companies (Management and Administration)
Rules, 2014, the Company has passed certain resolutions through Postal
Ballot. In pursuance of the provisions of Clause 35 B (i) of the
Listing Agreement, the shareholders were also provided with the
facility of e-voting through CDSL for the Postal Ballot.

Mrs. Ragini Chokshi, Partner of Ragini Chokshi & Co., Practicing
Company Secretaries, was appointed as the Scrutinizer for conducting
the Postal Ballot/e-voting process in a fair and transparent manner.
The Postal Ballot Notice dated 30th January, 2015 was dispatched to all
the shareholders on 12th February, 2015. The e-voting period was open
from 14th February, 2015 to 15th March, 2015. The Postal Ballot forms
received upto the close of working hours on 15th March, 2015 were
considered and the Results of Postal Ballot were announced on 16th
March, 2015 at the Registered Office of the Company.

The resolutions passed by Postal Ballot with requisite majority are as
under:

2. Special Resolution for alteration of Capital Clause of Memorandum of
Association to facilitate sub-division of shares.

3. Special Resolution for alteration of Capital Clause of Articles of
Association to facilitate sub-division of shares.

4. Ordinary Resolution for appointment of Mr. Pradip P. Shah as an
Independent Director for a term of five consecutive years from 30th
January, 2015 to 29th January, 2020.

5. Ordinary Resolution for appointment of Mr. Noel N. Tata as an
Independent Director for a term of five consecutive years from 30th
January, 2015 to 29th January, 2020.

6. Ordinary Resolution for appointment of Mrs. Brinda Somaya as an
Independent Director for a term of five consecutive years from 22nd
July, 2014 to 21st July, 2019.

22. Corporate Governance

As required by the existing Clause 49(X) of the Listing Agreement
entered into with the Stock Exchanges, a detailed report on Corporate
Governance is given as a part of the Annual Report. The Company is in
full compliance with the requirements and disclosures that have to be
made in this regard. The Auditors'' Certificate of the compliance with
Corporate Governance requirements by the Company is attached to the
Report on Corporate Governance.

23. General Shareholder Information

General Shareholder Information is given in Item No. 9 of the Report on
Corporate Governance forming part of the Annual Report.

24. Particulars regarding Employees Remuneration

The statement containing particulars of employees as required under
Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 forms part of this Report as Annexure-2.

25. Directors'' Responsibility Statement

As stipulated in the provisions contained in Section 134 (3) (c) read
with Section 134 (5) of the Companies Act, 2013, the Directors hereby
state that:

(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;

(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;

(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern
basis;

(v) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.

26. Energy, Technology Absorption & Foreign Exchange

Statement giving the particulars relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo, as
required under Section 134(3)(m) read with Rule 8 (3) of the Companies
(Accounts) Rules, 2014 is enclosed as Annexure-3 to this Report.

27. Extract of Annual Return

In accordance with Section 134 (3)(a) of the Companies Act, 2013, an
extract of the Annual Return in the prescribed format is appended as
Annexure-4 to this Report.

28. Statutory Auditors

The Company Auditors, B S R & Co. LLP, Chartered Accountants, have been
appointed for a period of 5 years from the 94th AGM till the 99th AGM.
Pursuant to provisions of Section 139(1) of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014, the
appointment of B S R & Co. LLP, as Auditors of the Company for a period
of 5 years shall be subject to ratification by shareholders at every
AGM. Accordingly, the appointment of B S R & Co. LLP, as the Auditors
of the Company from this AGM till the conclusion of next AGM is put
forth for your approval.

The Auditors'' Report is clean and there are no qualifications in their
Report.

29. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Company has appointed M/s Ragini Chokshi & Co., Practicing Company
Secretaries, as the Secretarial Auditor of the Company for the year
2014-15 to conduct secretarial audit and to ensure compliance by the
Company with various Acts applicable to the Company. The Secretarial
Audit Report for the financial year 2014-15 issued by M/s Ragini
Chokshi & Co. is annexed to this Report as Annexure-5. There are no
qualifications or adverse remarks in their Report.

30. Acknowledgements

Your Directors wish to express their grateful appreciation for the
co-operation and support received from customers, parent company,
collaborators, vendors, shareholders, financial institutions, banks,
regulatory authorities and the society at large.

Deep appreciation is also recorded for the dedicated efforts and
contribution of the employees at all levels, as without their focus,
commitment and hard work, the Company''s consistent growth would not
have been possible, despite the challenging environment.

For and on behalf of the Board

P. P. Shah
Chairman

Mumbai, 8th May, 2015

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 94th Annual Report and the
Audited Accounts for the year ended 31st March, 2014.

1. Financial Highlights

1st April,
2013 1st April,
2012
to to
31st March,
2014 31st March,
2013
Rs. in
Million Rs. in
Million

The Directors recommend for consideration of the Members a dividend of
Rs. 11 (110 %) per equity share of the nominal value of Rs. 10 each for
the year ended 31st March, 2014 as against Rs. 11.00 per equity share
(110%) paid last year.

3. Unclaimed Dividend

During the year, dividend amounting to Rs. 0.34 million that had not
been claimed by the shareholders for the year ended 31st March, 2006,
was transferred to the credit of Investor Education and Protection Fund
as required under Section 205A read with Section 205C of the Companies
Act, 1956. As on 31st March, 2014, dividend amounting to Rs. 4.84
million has not been claimed by shareholders of the Company.
Shareholders are required to lodge their claims with the Registrars,
Sharepro Services (India) Pvt. Ltd., for unclaimed dividend.

4. Collaboration

The Directors record their appreciation for the contribution made and
support provided by Kansai Paint Co. Ltd., Japan (Kansai). Kansai
continues to provide support on process design, quality improvement,
world class technology which has helped the Company in maintaining
market leadership in the industrial business including automotive
coatings, by servicing existing customers better and adding new lines.
Kansai also provides technology for manufacture of architectural
coatings.

The Company also has Technical Assistance Agreement with Oshima Kogyo
Co. Ltd., Japan, for manufacturing heat resistance coatings, Cashew Co.
Ltd., Japan for manufacturing coatings products MICRON TXL SK-1 and
Thinner for MICRON and with Protech Chemicals Limited, Canada for
manufacturing powder coating products. The Directors record their
appreciation for the co-operation from these collaborators.

5. Subsidiary in Nepal

The Company has 8,84,000 equity shares constituting 68% of the paid up
equity share capital of Kansai Paints Nepal Pvt. Ltd., Nepal. Pursuant
to provisions of section 2(87) of the Companies Act, 2013, as well as
section 4 (1) (b) (ii) of the Companies Act, 1956, Kansai Paints Nepal
Pvt Ltd. is the subsidiary of our Company.

The Ministry of Corporate Affairs through their General Circular No. 8/
2014 dated 4th April, 2014 have notified that the financial statements
(and documents required to be attached thereto) in respect of financial
year 2013-2014 shall be governed by the relevant provisions/schedules/
rules of the Companies Act, 1956.

Pursuant to provisions of Section 212 (8) of the Companies Act, 1956,
read with Circular no. 2/ 2011 dated 8th February, 2011 of the Ministry
of Corporate Affairs, the Board of Directors of the Company has passed
the requisite resolution and consented for not attaching the balance
sheet of the subsidiary with the Annual Report of the Company. However
the Annual Accounts of the subsidiary and the related detailed
information shall be available to the shareholders of our Company as
well as the shareholders of the subsidiary seeking such information at
any point of time. The annual accounts of the subsidiary company are
available for inspection by any shareholder of our Company as well as
of the subsidiary company at the registered office of the Company on any
working day except Saturday during the business hours of the Company.
The consolidated financial statements are presented in this Annual
Report.

6. Auditors'' Report

The Auditors'' Report is clean and there are no qualifications in their
Report.

7. Cost Audit

The Company had appointed N.I. Mehta and Co., Cost Accountants, to
audit its cost accounting records relating to synthetic resins, paints
and varnishes for the financial year 2012-13. The due date for fling the
Cost Audit Report with the Ministry of Corporate Affairs was 27th
September, 2013. The Cost Audit Report was fled with Ministry of
Corporate Affairs on 25th September, 2013.

The Company is seeking the ratification of the Shareholders for the
appointment of N.I. Mehta and Co., Cost Accountants as the Cost
Auditors of the Company for the financial year 2014-15 vide resolution
No. 6 of the Notice of AGM.

8. Directors

In accordance with the Articles of Association of the Company, Dr. J.
J. Irani, Mr. D. M. Kothari and Mr. H. Nishibayashi retire by rotation
at this Annual General Meeting and are eligible for re-appointment.

Dr. J. J. Irani has informed the Board that he does not seek
re-appointment. The Board of Directors has placed on record its sincere
appreciation and gratitude for the very valuable and outstanding
contribution made by Dr. J. J. Irani during his association with the
Company as a Director and then as the Chairman.

However Mr. D. M. Kothari and Mr. H. Nishibayashi offer themselves for
re-appointment. In terms of Section 149, 150, 152 and other applicable
provisions of the Companies Act, 2013, Mr. Kothari being eligible and
offering himself for appointment, is proposed to be appointed as an
Independent Director for a term of five consecutive years from the date
of this Annual General Meeting.

Mr. H. Ishino, a nominee of Kansai Paint Co. Ltd., Japan, on the Board,
resigned from the Directorship with effect from 31st May, 2013. The
Directors have placed on record their sincere appreciation for the very
valuable contribution made by Mr. Ishino during his tenure as a
Director.

None of the Directors of the Company is disqualified under Section
274(1) (g) of the Companies Act, 1956. As required by law, this
position is also reflected in the Auditors'' Report.

In accordance with provisions of section 149 of the Companies Act, 2013
and the Listing agreement with the Stock Exchanges, Dr. J. J. Irani,
Mr. D. M. Kothari, Mr. P. P. Shah and Mr. N. N. Tata have given a
declaration to the Company that they meet the criteria of independence
as mentioned in Section 149 (6) of the Companies Act, 2013 read with
Clause 49 (I) (A) (iii) of the Listing Agreement.

9. Corporate Governance

As required by the existing Clause 49 VII of the Listing Agreements
entered into with the Stock Exchanges, a detailed report on Corporate
Governance is given as a part of the Annual Report. The Company is in
full compliance with the requirements and disclosures that have to be
made in this regard. The Auditors'' Certificate of the compliance with
Corporate Governance requirements by the Company is attached to the
Report on Corporate Governance.

The Company is in compliance with the Secretarial Standards issued by
the Institute of Company Secretaries of India.

10. General Shareholder Information

General Shareholder Information is given in Item No. 9 of the Report on
Corporate Governance forming part of the Annual Report.

11. Particulars regarding Employees

Particulars of Employees as required under Section 217(2A) of the
Companies Act, 1956, and the Companies (Particulars of Employees)
Rules, 1975, as amended by the Companies (Particulars of Employees)
Amendment Rules, 2011, forms part of this Report. As per the provisions
of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and
Accounts are being sent to the shareholders excluding the statement of
particulars of employees under Section 217(2A) of the Companies Act,
1956. Any shareholder interested in obtaining a copy of the said
statement may write to the Company Secretary at the Registered Office of
the Company.

12. Directors'' Responsibility Statement

As stipulated under the provisions contained in Section 217(2AA) of the
Companies Act, 1956, the Directors hereby confirm as under:

(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;

(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;

(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going
concern basis.

In accordance with the Corporate Governance Voluntary Guidelines, 2009
issued by the Ministry of Corporate Affairs, Government of India, it is
hereby confirmed that proper systems are in place to ensure compliance
of all laws applicable to the Company.

13. Energy, Technology Absorption & Foreign Exchange

Statement giving the particulars relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo, as
required under the Companies (Disclosures of particulars in report of
the Board of Directors) Rules, 1988, is annexed.

14. Auditors

The Company Auditors, B S R & Co. LLP, Chartered Accountants, retire at
the conclusion of the forthcoming Annual General Meeting and are
eligible for re- appointment. In accordance with Section 139 (1) of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014, it is proposed to appoint B S R & Co. as statutory auditors of
the Company for a term of 5 consecutive years at this Annual General
Meeting.

15. Acknowledgements

Your Directors wish to express their grateful appreciation for the
co-operation and support received from customers, parent company,
collaborators, vendors, shareholders, financial institutions, banks,
regulatory authorities and the society at large.

Deep appreciation is also recorded for the dedicated efforts and
contribution of the employees at all levels, as without their focus,
commitment and hard work, the Company''s consistent growth would not
have been possible, despite the challenging environment.

For and on behalf of the Board

J. J. Irani

Chairman

Mumbai, 30th April, 2014

Mar 31, 2013

Dear Members, The Directors are pleased to present the 93rd Annual Report and the Audited Accounts for the year ended 31st March, 2013. 1. Financial Highlights 1st April, 2012 1st April, 2011 to to 31st March, 2013 31st March, 2012 Rs. in Million Rs. in Million Sales & Operating Revenue 33756.49 30198.84 Net Sales/Income from operations (Net of excise and discounts) 28566.19 26005.72 Other Income 163.17 242.66 Profit before Interest, Depreciation, Tax and Appropriation 3524.15 3615.67 Interest 0.16 0.86 Depreciation 471.07 563.53 Profit Before Exceptional Item 3052.92 3051.28 Exceptional Item (Reversal of excess depreciation in respect of earlier years) 1149.25 - Profit Before Tax 4202.17 3051.28 Tax 1280.35 892.43 Profit After Tax 2921.82 2158.85 Balance brought forward from previous year 6213.57 4959.59 Balance available for appropriations 9135.39 7118.44 Appropriations: Proposed Dividend 592.81 592.81 Tax on proposed dividend 100.75 96.17 General Reserve 292.18 215.89 Balance retained in Profit and Loss Account 8149.65 6213.57 9135.39 7118.44 2. Dividend The Directors recommend for consideration of the Members a dividend of Rs. 11.00 (110%) per equity share of the nominal value of Rs. 10 each for the year ended 31st March, 2013 as against Rs. 11.00 per equity share (110%) paid last year. 3. Unclaimed Dividend During the year, dividend amounting to Rs. 0.19 Million that had not been claimed by the shareholders for the year ended 31st March, 2005, was transferred to the credit of Investor Education and Protection Fund as required under Section 205A read with Section 205C of the Companies Act, 1956. As on 31st March, 2013, dividend amounting to Rs. 4.46 Million has not been claimed by shareholders of the Company. Shareholders are required to lodge their claims with the Registrars, Sharepro Services (India) Pvt. Ltd., for unclaimed dividend. 4. Collaboration The Directors record their appreciation for the contribution made and support provided by Kansai Paint Co. Ltd., Japan (Kansai). Kansai continues to provide support on process design, quality improvement, world class technology which has helped the Company in maintaining market leadership in the industrial business including automotive coatings, by servicing existing customers better and adding new lines. Kansai also provides technology for manufacture of architectural coatings. The Company also has Technical Assistance Agreements with Oshima Kogyo Co. Ltd., Japan, for manufacturing heat resistance coatings and with Cashew Co. Ltd., Japan for coatings products MICRON and Thinner for MICRON. The Directors record their appreciation for the co-operation from these collaborators. 5. Subsidiary in Nepal During the year, the Company acquired 8,84,000 equity shares constituting 68% of the paid up equity share capital of Nepal Shalimar Paints Pvt. Ltd., Nepal, now known as Kansai Paints Nepal Pvt. Ltd. amounting to Rs. 78.63 Million. The Company has also advanced loan to Kansai Paints Nepal Pvt. Ltd. amounting to Rs. 63.81 Million to fund its working capital requirement. Pursuant to provisions of section 4(1)(b)(ii) of the Companies Act, 1956, Kansai Paints Nepal Pvt. Ltd. has become the subsidiary of our Company. Pursuant to provisions of section 212 (8) read with Circular no. 2/2011 dated 8th February, 2011 of the Ministry of Corporate Affairs, the Board of Directors of the Company has passed the requisite resolution and consented for not attaching the balance sheet of the subsidiary with the Annual Report of the Company. However the Annual Accounts of the subsidiary and the related detailed information shall be available to the shareholders of our Company as well as the shareholders of the subsidiary seeking such information at any point of time. The annual accounts of the subsidiary company are available for inspection by any shareholder of our Company as well as of the subsidiary company at the registered office of the Company on any working day except Saturday during the business hours of the Company. The consolidated financial statements are presented in this Annual Report. 6. Auditors' Report The Auditors' Report is clean and there are no qualifications in their Report. 7. Cost Audit Report The Company had appointed N.I. Mehta and Co., Cost Accountants, to audit its cost accounting records relating to synthetic resins, paints and varnishes for the financial year 2011-12. The due date for filing the Cost Audit Report with the Ministry of Corporate Affairs was 31st January, 2013. The Cost Audit Report was filed with Ministry of Corporate Affairs on 4th January, 2013. 8. Directors In accordance with the Articles of Association of the Company, Mr. P. P. Shah, Mr. N. N. Tata and Mr. Y. Takahashi retire by rotation and being eligible, offer themselves for re-appointment. Mr. M. Tanaka, a nominee of Kansai Paint Co. Ltd., Japan, has been appointed as an Additional Director on the Board from 4th May, 2013. Pursuant to section 260 of the Companies Act, 1956, Mr. Tanaka holds office till the ensuing Annual General Meeting but being eligible, offers himself for re-appointment and the Company has received notices in writing from some Shareholders proposing his candidature for the office of Director of the Company. None of the Directors of the Company is disqualified under Section 274(1 )(g) of the Companies Act, 1956. As required by law, this position is also reflected in the Auditors' Report. 9. Corporate Governance As required by the existing Clause 49 VII of the Listing Agreements entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India. 10. General Shareholder Information General Shareholder Information is given in Item No. 9 of the Report on Corporate Governance forming part of the Annual Report. 11. Particulars regarding Employees Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended by the Companies (Particulars of Employees) Amendment Rules, 2011, forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company. 12. Directors' Responsibility Statement As stipulated under the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm as under: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) that the Directors have prepared the annual accounts on a going concern basis. In accordance with the Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, Government of India, it is hereby confirmed that proper systems are in place to ensure compliance of all laws applicable to the Company. 13. Energy, Technology Absorption & Foreign Exchange Statement giving the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under the Companies (Disclosures of particulars in report of the Board of Directors) Rules, 1988, is annexed. 14. Auditors The Company Auditors, M/s B S R & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re- appointment. 15. Acknowledgements Your Directors wish to express their grateful appreciation for the co-operation and support received from customers, parent company, collaborators, vendors, shareholders, financial institutions, banks, regulatory authorities and the society at large. Deep appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Company's consistent growth would not have been possible, despite the challenging environment. For and on behalf of the Board J. J. Irani Chairman Mumbai, 4th May, 2013

Mar 31, 2012

The Directors are pleased to present the 92nd Annual Report and the
Audited Accounts for the year ended 31st March, 2012.

1. Financial Highlights

1st April, 2011 1st April 2010
to to
31st March, 2012 31st March, 2011
Rs in Million Rs in Million

The Directors recommend for consideration of the Members a dividend of
Rs 11.00 (110%) per equity share of the nominal value of Rs 10 each for
the year ended 31st March, 2012 as against Rs 10.00 per equity share
(100%) paid last year.

4. Unclaimed Dividend

During the year, dividend amounting to Rs 0.13 million that had not been
claimed by the shareholders for the year ended 31st March, 2004, was
transferred to the credit of Investor Education and Protection Fund as
required under Section 205A read with Section 205C of the Companies
Act, 1956. As on 31st March, 2012, dividend amounting to Rs 5.46 million
has not been claimed by shareholders of the Company. Shareholders are
required to lodge their claims with the Registrars, Sharepro Services
(India) Pvt. Ltd., for unclaimed dividend.

5. Collaboration

The Directors record their appreciation for the contribution made and
support provided by Kansai Paint Co. Ltd., Japan (Kansai). Kansai
continues to provide support on process design, quality improvement,
world class technology which has helped the Company in maintaining
market leadership in the industrial business including automotive
coatings, by servicing existing customers better and adding new lines.
Kansai also provides technology for manufacture of architectural
coatings.

The Company also has Technical Assistance Agreement with Oshima Kogyo
Co. Ltd., Japan, for manufacturing heat resistance coatings and with
PPG International Performance Coatings & Finishes, USA ( formerly
Ameron International Performance Coatings and Finishes ) for High
Performance Coatings. The Directors record their appreciation for the
co-operation from these collaborators.

6. Auditors' Report

The Auditors' Report is clean and there are no qualifications in
their Report.

7. Cost Audit Report

The Company had appointed N.I. Mehta and Co., Cost Accountants, to
audit its cost accounting records relating to synthetic resins, paints
and varnishes for the financial year 2010-11. The due date for filing
the Cost Audit Report with the Ministry of Corporate Affairs was 27th
September, 2011. The Cost Audit Report was filed with Ministry of
Corporate Affairs on 27th September, 2011.

8. Directors

In accordance with the Articles of Association of the Company, Dr. J.J.
Irani and Mr. D.M. Kothari retire by rotation and being eligible, offer
themselves for re-appointment.

Mr. H. Nishibayashi, a nominee of Kansai Paint Co. Ltd., Japan, was
appointed as a Director on the Board in casual vacancy caused by the
resignation of Mr. Y. Tajiri with effect from 30th July, 2010. Pursuant
to Section 262 read with section 256 of the Companies Act, 1956, Mr.
Nishibayashi holds office till the ensuing Annual General Meeting but
being eligible, offers himself for re-appointment and the Company has
received notice in writing from some Shareholders proposing his
candidature for the office of Director of the Company.

None of the Directors of the Company is disqualified under Section
274(1)(g) of the Companies Act, 1956. As required by law, this
position is also reflected in the Auditors' Report.

9. Corporate Governance

As required by the existing Clause 49 VII of the Listing Agreements
entered into with the Stock Exchanges, a detailed report on Corporate
Governance is given as a part of the Annual Report. The Company is in
full compliance with the requirements and disclosures that have to be
made in this regard. The Auditors' Certificate of the compliance with
Corporate Governance requirements by the Company is attached to the
Report on Corporate Governance.

The Company is in compliance with the Secretarial Standards issued by
the Institute of Company Secretaries of India.

10. General Shareholder Information

General Shareholder Information is given in Item No. 9 of the Report on
Corporate Governance forming part of the Annual Report.

11. Particulars regarding Employees

Particulars of Employees as required under Section 217(2A) of the
Companies Act, 1956, and the Companies (Particulars of Employees)
Rules, 1975, as amended by the Companies (Particulars of Employees)
Amendment Rules, 2011, forms part of this Report. As per the provisions
of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and
Accounts are being sent to the shareholders excluding the statement of
particulars of employees under Section 217(2A) of the Companies Act,
1956. Any shareholder interested in obtaining a copy of the said
statement may write to the Company Secretary at the Registered Office
of the Company.

12. Directors' Responsibility Statement

As stipulated under the provisions contained in Section 217(2AA) of the
Companies Act, 1956, the Directors hereby confirm as under:

(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with the explanation
relating to material departures;

(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;

(iii) that the Directors have taken proper care of the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going
concern basis.

In accordance with the Corporate Governance Voluntary Guidelines, 2009
issued by the Ministry of Corporate Affairs, Government of India, it is
hereby confirmed that proper systems are in place to ensure compliance
of all laws applicable to the Company.

13. Energy, Technology Absorption & Foreign Exchange

Statement giving the particulars relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo, as
required under the Companies (Disclosures of particulars in report of
the Board of Directors) Rules, 1988, is annexed.

14. Auditors

The Company Auditors, M/s. B S R & Co., Chartered Accountants, retire
at the conclusion of the forthcoming Annual General Meeting and are
eligible for re-appointment.

15. Acknowledgements

Your Directors wish to express their grateful appreciation for the
co-operation and support received from customers, parent company,
collaborators, vendors, shareholders, financial institutions, banks,
regulatory authorities and the society at large.

Deep appreciation is also recorded for the dedicated efforts and
contribution of the employees at all levels, as without their focus,
commitment and hard work, the Company's consistent growth would not
have been possible, despite the challenging environment.

For and on behalf of the Board

J. J. Irani

Chairman

Mumbai, 2nd May, 2012

Mar 31, 2010

The Directors are pleased to present the 90th Annual Report and the
Audited Accounts for the year ended 31st March, 2010.

The Directors recommend for consideration of the Members a dividend of
Rs. 15.00 (150%) per equity share of the nominal value of Rs. 10 each
for the year ended 31 st March, 2010 as against Rs. 12.00 per equity
share (120%) paid last year.

3. Bonus Shares

The Directors have recommended, subject to the approval of the
Shareholders and such other approvals as may be required, an issue of
Bonus Shares in the proportion of one New Equity Share for every one
Equity Share held on a Record Date to be advised later. The approval
of the Shareholders for the proposed issue of Bonus Shares is being
sought by means of postal ballot.

4. New manufacturing facility at Hosur

During the last quarter of the year, commercial production commenced at
the Companys green-field state-of-the-art paint manufacturing facility
at Hosur.

6. Fixed Deposits

The Company has not accepted any Fixed Deposits (FD) during the year.
Deposits aggregating to Rs. 1.75 lacs, due for re-payment have not been
claimed by the FD holders as on 31st March, 2010. Barring these, the
Company has refunded all the deposits, which were due for payment as on
31st March, 2010. During the year, unclaimed deposits amounting to Rs.
0.20 lac were transferred to the credit of the Investor Education and
Protection Fund (IEPF) as required under Section 205C of the Companies
Act, 1956.

7. Unclaimed Dividend

During the year, dividend amounting to Rs. 1,21,955 lacs that had not
been claimed by the shareholders for the year ended 31st March, 2002,
was transferred to the credit of Investor Education and Protection Fund
as required under Section 205A read with Section 205C of the Companies
Act, 1956. As on 31st March, 2010, dividend amounting to Rs. 43.90
lacs has not been claimed by shareholders of the Company. Shareholders
are required to lodge their claims with the Registrars, Sharepro
Services (India) Pvt. Ltd., for unclaimed dividend.

8. Collaboration

The Directors record their appreciation for the contribution made and
support provided by Kansai Paint Co. Ltd., Japan (Kansai). Kansai
continues to provide support on process design, quality improvement,
world class technology which has helped the Company in maintaining
market leadership in the industrial business including automotive
coatings, by servicing existing customers better and adding new lines.
Kansai also provides technology for manufacture of architectural
coatings.

The Company also has Technical Assistance Agreement with Oshima Kogyo
Co. Ltd., Japan, for manufacturing heat resistance coatings and with
PPG International Performance Coatings & Finishes, USA (formerly Ameron
International Performance coatings and Finishes) for High Performance
coatings. The Directors record their appreciation for the co-operation
from these collaborators.

9. Auditors Report

The Auditors Report is clean and there are no qualifications in their
Report.

10. Directors

In accordance with the Articles of Association of the Company, Mr. D.
M. Kothari, Mr. S. M. Datta and Mr. P. P. Shah retire by rotation and
being eligible, offer themselves for re-appointment.

Mr. Y Kawamori, a nominee of Kansai Paint Co. Ltd., Japan, on the
Board, resigned from the Directorship with effect from 26th March,
2010. The Directors have placed on record their sincere appreciation
for the very valuable contribution made by Mr. Kawamori during his
tenure as a Director. With effect from 26th March, 2010, Mr. Y.
Takahashi, a nominee of Kansai Paint Co. Ltd., Japan, has been
appointed as an Additional Director on the Board. Mr. Takahashi holds
office upto the date of the Annual General Meeting, but being eligible,
offers himself for re-appointment.

None of the Directors of the Company is disqualified under Section
274(1 )(g) of the Companies Act, 1956. As required by law, this
position is also reflected in the Auditors Report.

11. Corporate Governance

As required by the existing Clause 49 VII of the Listing Agreements
entered into with the Stock Exchanges, a detailed report on Corporate
Governance is given as a part of the Annual Report. The Company is in
full compliance with the requirements and disclosures that have to be
made in this regard. The Auditors Certificate of the compliance with
Corporate Governance requirements by the Company is attached to the
Report on Corporate Governance.

The Company is in compliance with the Secretarial Standards issued by
the Institute of Company Secretaries of India.

12. General Shareholder Information

General Shareholder Information is given in Item No. 9 of the Report on
Corporate Governance forming part of the Annual Report.

13. Particulars regarding Employees

Particulars of Employees as required under Section 217(2A) of the
Companies Act, 1956, and the Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Report. As per the
provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the
Report and Accounts are being sent to the shareholders excluding the
statement of particulars of employees under Section 217(2A) of the
Companies Act, 1956. Any shareholder interested in obtaining a copy of
the said statement may write to the Company Secretary at the Registered
Office of the Company.

14. Directors Responsibility Statement

As stipulated under the provisions contained in Section 217(2AA) of the
Companies Act, 1956, the Directors hereby confirm as under:

(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with the explanation
relating to material departures;

(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;

(iii) that the Directors have taken proper care of the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going
concern basis.

In accordance with the Corporate Governance Voluntary Guidelines, 2009
issued by the Ministry of Corporate Affairs, Government of India, it is
hereby confirmed that proper systems are in place to ensure compliance
of all laws applicable to the Company.

15. Energy, Technology Absorption & Foreign Exchange

Statement giving the particulars relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo, as
required under the Companies (Disclosures of particulars in report of
the Board of Directors) Rules, 1988, is annexed.

16. Auditors

The Company Auditors, M/s BSR & Co. Chartered Accountants, retire at
the conclusion of the forthcoming Annual General Meeting and are
eligible for re-appointment.

17. Acknowledgements

Your Directors wish to express their grateful appreciation for the
co-operation and support received from customers, parent company,
collaborators, vendors, shareholders, financial institutions, banks,
regulatory authorities and the society at large.

Deep appreciation is also recorded for the dedicated efforts and
contribution of the employees at all levels, as without their focus,
commitment and hard work, the Companys consistent growth would not
have been possible, despite the challenging environment.